TRANSFERS AND ADMISSION OF NEW MEMBERS Sample Clauses

TRANSFERS AND ADMISSION OF NEW MEMBERS. Section 9.1. Restriction on Transfers and Admission of New Members. 11 Section 9.2. Assumption by Transferee 11 Section 9.3. Assumption by New Members 12 Section 9.4. Cost of Transfers 12 Section 9.5. Effect of Attempted Disposition in Violation of this Agreement 12 ARTICLE X RETIREMENT OR RESIGNATION OF MEMBER Section 10.1. Withdrawal 12 Section 10.2. Distributions on Withdrawal 12 ARTICLE XI EXPULSION Section 11.1. Expulsion 12 Section 11.2. Distributions on Expulsion 12 ARTICLE XII DISSOLUTION Section 12.1. Dissolution 13 ARTICLE XIII MISCELLANEOUS Section 13.1. Amendments 13 Section 13.2. Integration 13 Section 13.3. Other Activities 13 Section 13.4. Partition 13 Section 13.5. Notices 13 Section 13.6. Provisions Severable 13 Section 13.7. Headings 13 Section 13.8. Third Party Beneficiaries 13 LIMITED LIABILITY COMPANY AGREEMENT OF XXXXXXXX OFFSHORE TRINIDAD & TOBAGO, LLC This Limited Liability Company Agreement of Xxxxxxxx Offshore Trinidad & Tobago, LLC is adopted as of the date set forth below by Xxxxxxxx Offshore Services, Inc., a Delaware corporation, the sole member of Xxxxxxxx Offshore Trinidad & Tobago, LLC, a Delaware limited liability company, as follows:
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TRANSFERS AND ADMISSION OF NEW MEMBERS 
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Related to TRANSFERS AND ADMISSION OF NEW MEMBERS

  • Admission of New Members The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable)

  • Admission of Members Other persons may be admitted as Members from time to time pursuant to the provisions of this Agreement.

  • Transfers by Members No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.09 or (b) approved in advance and in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in the Corporation.

  • Promotion and Admission (1) Each Contracting Party shall, in its State territory, promote as far as possible investments by investors of the other Contracting Party and admit such investments in accordance with its national laws and regulations.

  • Admission of Member The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

  • Promotion and Admission of Investments (1) Each Contracting Party shall, according to its laws and regulations, promote and admit investments by investors of the other Contracting Party.

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

  • Notification of New Employer In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement.

  • Non-Admission of Wrongdoing The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind.

  • Nonadmission of Wrongdoing The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind.

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